1997-034 - Laserfiche WebLink

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(e) The Company has requested that the County enter into this Memorandum of- Agreement for the purpose of declaring the County's intention to provide financing to pay a portion of the cost of the Project. (f) The County, by resolution duly passed and adopted, has made certain findings and determinations and has approved and authorized the execution and delivery of this Memorandum of Agreement. (g) The Company represents that Bond proceeds will not be used to finance any costs for the Project incurred prior to the date that is 60 days prior to the date on which the County first agreed to issue its revenue bonds to finance the Project, except to the extent allowed by federal tax law. SECTION 2. The County will cooperate with the Company and its agents in the Company's efforts to find one or more purchasers for the Bonds, and if purchase arrangements satisfactory to the County and the Company can be made by the Company and its agents, the County will authorize the issuance and sale of the Bonds, and will issue and sell the Bonds to such purchaser or purchasers of the Bonds as may be designated by the Company, all upon such terms and conditions as shall be approved by the Company and the County and authorized by law; provided, however, that in the event the Bonds are not rated investment grade by at least one nationally recognized credit rating agencies, the County will approve the sale of the Bonds solely to accredited investors which will at no time cause the Bonds to be offered for sale to the general public (unless the Bonds are then rated investment grade by a nationally recognized rating agency) . The Bonds will be payable solely from the revenues and proceeds derived by the County from payments by the Company derived from the operation, leasing or sale of the Project, and will not constitute a debt, liability or obligation of the County, the County, or of the State or of any other political subdivision thereof. The County shall not be obligated to pay the same nor interest, premium (if any) or costs thereon except from the revenues and proceeds pledged therefor, and neither the faith and credit nor the taxing power of the County or of the State or of any other political subdivision thereof will be pledged to the payment of the principal of, premium (if any) , interest or costs due pursuant to or under such Bonds. From the date hereof, until the sale of the Bonds, the Company will, within ten (10) days after its occurrence, notify the County of any material change, whether or not adverse, in the business, operations or financial condition of the Company. In the event the County shall, at any time prior to sale of the Bonds, determine in its sole discretion that there has been a material adverse change in the business, operations or financial based upon financial statements or notices provided by the Company in accordance herewith, the obligation of the County to issue and sell the Bonds 2